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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 2, 1998
SOUTHDOWN, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
LOUISIANA 1-6117 72-0296500
(State or other jurisdiction (Commission file number) (IRS employer identification no.)
of incorporation)
1200 SMITH STREET, SUITE 2400 77002-4486
HOUSTON, TEXAS
(Address of principal executive offices) (Zip code)
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Registrant's telephone number, including area code: (713) 650-6200
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ITEM 5. OTHER EVENTS.
On June 2, 1998, Ronald Tutor resigned from the Board of Directors of
Southdown, Inc. (the "Company"). Consequently, prior to its Annual Meeting of
Shareholders on June 19, 1998, the Company will amend its bylaws to reduce the
number of its directors from 11 to 10. As described in the Company's Joint Proxy
Statement/Prospectus for its 1998 Annual Meeting, the Company has agreed that
immediately following the effective time of the proposed merger of Medusa
Corporation ("Medusa") and a subsidiary of the Company it will increase the
number of directors of the Company by two and place two persons who at present
are directors of Medusa on the Company's Board. The Company has also agreed to
nominate those persons as a Class I director and a Class III director at its
1999 Annual Meeting of Shareholders. Because Mr. Tutor had been a Class II
director, nominating the persons described above to Classes I and III would at
present cause the number of directors in each Class not to be as nearly equal as
possible, as provided for by the Company's Restated Articles of Incorporation.
The Company intends to take appropriate action prior to its 1999 Annual Meeting
of Shareholders so that after that Meeting, the number of directors in each of
the three Classes will be as nearly equal as possible.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHDOWN, INC.
By: /s/ Patrick S. Bullard
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Patrick S. Bullard
Title: Vice President -- General Counsel
and Secretary
Dated: June 17, 1998
